Rostelecom OJSC: Notice of EGM

Rostelecom OJSC: Notice of EGM
UK Regulatory Announcement
MOSCOW
PRESS RELEASE
ROSTELECOM’S BOARD OF DIRECTORS SET
DATE OF EXTRAORDINARY GENERAL MEETING
Moscow, Russia – May 16, 2013 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP;
OTCQX: ROSYY), Russia’s national telecommunications operator, today announces
that its Board of Directors has set the date for an Extraordinary General
Meeting (“EGM”) of Rostelecom shareholders. The Board of Directors was held by
proxy on May 15, 2013, and took the following decisions:
*To hold an EGM by proxy to approve the reorganisation of the Company by
merging Svyazinvest OJSC (“Svyazinvest”) and 20 other companies^1 (either
directly or indirectly fully owned by Rostelecom OJSC and/or Svyazinvest)
on June 26, 2013;
*To set May 15, 2013 as the EGM record date;
*To approve materials to be provided to shareholders, as well as the proxy
form for voting at the EGM.
On March 28, 2013, the Board of Directors set the price at which each ordinary
share and each preferred share will be bought back by the Company from
shareholders who wish to vote ‘against’ Rostelecom’s reorganisation, and from
those who intend to abstain from voting. The price of each class of share was
based on market rates determined by Ernst and Young as an independent
appraiser, and was set at RUB 136.05 for each ordinary share and RUB 95.24 for
each preferred share.
Convening the EGM is the most important step in the second stage of the
Group’s reorganisation, which has been approved by Presidential Decree^2. The
aim of the reorganisation is to simplify the Group’s shareholder structure and
eliminate any cross-ownership between Rostelecom and Svyazinvest.The Group
has already completed a number of important stages as part of the
reorganisation process. Rostelecom consolidated CJSC Sky Link, issued
additional Svyazinvest shares, which were then acquired by the State by
exchanging stakes in a number of telecom assets; and determined the price at
which the current share buyback would be conducted.
* * *
For more information please visit http://www.rostelecom.ru/en/ir or contact:
“Rostelecom Investor Relations / Rostelecom IR” application for iPhone and
iPad is now available to download for free from the Apple App Store via:
https://itunes.apple.com/ru/app/rostelecom-investor-relations/id596370946?mt=8.
Investor Relations Department
Tel. +7 (499) 995 97 80
ir@rt.ru
* * *
Rostelecom (www.rostelecom.ru) is Russia’s largest national telecommunications
operator with presence in all Russian regions. The Group is a universal
operator and undisputable leader of broadband and pay-TV markets in Russia
with over 9 million fixed-line broadband subscribers and over 6.5 million
pay-TV subscribers. As Rostelecom develops its mobile data networks, its
position as a major mobile operator is growing with over 13.5 million
currently subscribed to Rostelecom’s mobile voice services. The Group is also
an important innovator that provides solutions in the field of medicine,
E-Government, cloud computing and education.
Rostelecom was assigned a ‘BBB-’ and ‘BB+’ international credit ratings by
Fitch Ratings and Standard & Poor’s respectively, both with a ‘Stable’
outlook. The Group generated RUB 321.3 billion of consolidated revenues, RUB
118.6 billion of OIBDA (36.9% of revenues) and RUB 35.2 billion of net income
for the twelve months ended December 31, 2012.
* * *
Certain statements in this press release are forward-looking statements within
the meaning of the U.S. federal securities laws and are intended to be covered
by the safe harbors created thereby.
Those forward-looking statements include, but are not limited to:
*Management’s assessment of the Company’s future operating and financial
results as well as forecasts of the present value of future cash flows and
related factors;
*the Company’s anticipated capital expenditures and plans to construct and
modernize its network;
*the Company’s expectations as to the growth in demand for its services,
plans relating to the expansion of the range of its services and their
pricing;
*the Company’s plans with respect to improving its corporate governance
practices;
*the Company’s expectations as to its position in the telecommunications
market and the development of the market segments within which the Company
operates;
*economic outlook and industry trends;
*the Company’s expectations as to the regulation of the Russian
telecommunications industry and assessment of impact of regulatory
initiatives on the Company’s activity;
*other statements regarding matters that are not historical facts.
Such forward-looking statements are subject to risks, uncertainties and other
factors, which could cause actual results to differ materially from those
expressed or implied by these forward-looking statements. These risks,
uncertainties and other factors include:
*risks relating to changes in political, economic and social conditions in
Russia as well as changes in global economic conditions;
*risks relating to Russian legislation, regulation and taxation, including
laws, regulations, decrees and decisions governing the Russian
telecommunications industry, securities industry as well as currency and
exchange controls relating to Russian entities and their official
interpretation by regulatory bodies;
*risks relating to the Company, including the achievement of the
anticipated results, levels of profitability and growth, ability to create
and meet demand for the Company’s services including their promotions, and
the ability of the Company to remain competitive in a liberalized
telecommunications market;
*technological risks associated with the functioning and development of the
telecommunications infrastructure, technological innovations as well as
the convergence of technologies;
*other risks and uncertainties. For a more detailed discussion of these and
other factors, see the Company’s Annual Report and the Company’s other
public filings.
Many of these factors are beyond the Company’s ability to control or predict.
Given these and other uncertainties, readers are cautioned not to place undue
reliance on any of the forward-looking statements contained herein or
otherwise. The Company does not undertake any obligation to release publicly
any revisions to these forward-looking statements (which are made as of the
date hereof) to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events, except as may be required
under applicable laws.
^1 National Telecommunications OJSC, National Cable Networks OJSC,
St.Petersburg Cable Television Company OJSC, ELKATEL CJSC, National Cable
Networks – EuroAsia OJSC, Novosibirsk Antenna Cable Television Broadcasting
CJSC, Teleset-Service CJSC, ELTELEKOR CJSC, Mosteleset OJSC, Mostelecom OJSC,
TELESET CJSC, TELESET INVEST CJSC, TNPKO OJSC, Simbirsky Telecommunications
Systems CJSC, Svyazinvest CJSC, Russian Telecommunications Network OJSC,
Novgorod Datacom CJSC, Parma-Inform CJSC, ENTER CJSC and Ingushelektrosvyaz
OJSC.
^2 Russian Presidential Decree No 340, dating 24.03.2012 ‘On the
reorganization of Rostelecom’
Contact:
Rostelecom OJSC